Result of Meeting
FOR IMMEDIATE RELEASE
15 January 2020
Studio Retail Group plc
Proposed Disposal of Findel Education Limited - Result of General Meeting
Studio Retail Group plc ("Company" or "Studio") is pleased to announce that at the General Meeting of the Company held today, an ordinary resolution to approve the proposed disposal of Findel Education Limited to the Council of the City of Wakefield, acting in its capacity as the lead authority of the joint committee known as, the Yorkshire Purchasing Organisation ("Disposal") was decided on a poll and passed by Shareholders.
Details of the resolution were set out in Studio's circular to Shareholders dated 20 December 2019 ("Circular").
The number of votes for and against the resolution, and the number of votes withheld are as follows:
% of issued ordinary share capital voted
To approve the Disposal Resolution(2)
(1) The votes of any proxy giving the Chairman discretion how to vote have been included in the votes For a resolution.
(2) The full text of the Disposal Resolution is set out in the Notice of General Meeting.
(3) A vote withheld is not a vote in law and accordingly these votes are excluded from the calculation of the percentage of votes for and against the resolution.
The total number of Ordinary Shares in issue at the record date and time for voting was 86,442,534. Therefore the total number of voting rights in the Company was 86,442,534.
Details of the votes cast for the resolution will also shortly be made available on the Company's website at https://www.studioretail.group/.
Completion of the Disposal is conditional on, amongst other matters, obtaining clearance for the Disposal from the UK Competition and Markets Authority.
Terms used in this announcement shall have the same meaning as those used in the Circular.
Text of Disposal Resolution
(a) the proposed Disposal, on the terms set out in the Sale and Purchase Agreement (both as defined and summarised in the Circular) and the associated and ancillary arrangements related thereto be and are hereby approved; and
(b) each and any of the directors of the Company ("Directors") (or any duly constituted committee of the Directors) be and is hereby authorised to take all necessary or appropriate steps and to do all necessary or appropriate things to implement, complete or to procure the implementation or completion of the Disposal and give effect thereto with such modifications, variations, revisions, waivers or amendments (not being modifications, variations, revisions, waivers or amendments of a material nature) as such Director(s) or such committee of the Directors may deem necessary or appropriate in connection with the Disposal.
Studio Retail Group plc
Ian Burke, Group Chairman
Phil Maudsley, Group CEO
Stuart Caldwell, Group CFO
0161 303 3465
020 7353 4200
Stifel Nicolaus Europe Limited (Joint Sponsor, Joint Financial Adviser and Joint Corporate Broker to Studio Retail Group plc)
020 7710 7600
Nplus1 Singer Advisory LLP (Joint Sponsor, Joint Financial Adviser and Joint Corporate Broker to Studio Retail Group plc)
020 7496 3000
Important information relating to financial advisers
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Studio Retail Group plc and for no one else in connection with the Disposal and is not, and will not be, responsible to anyone other than Studio Retail Group plc for providing the protections afforded to its clients nor for providing advice in relation to the Disposal, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.
Nplus1 Singer Advisory LLP ("Nplus1"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Studio Retail Group plc and for no one else in connection with the Disposal and is not, and will not be, responsible to anyone other than Studio Retail Group plc for providing the protections afforded to its clients nor for providing advice in relation to the Disposal, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with laws and regulations of any jurisdiction outside of England.
No offer or solicitation
This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction.
Incorporation by reference
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement.
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